Utah Incorporation

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How to Incorporate in Utah

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If you’re looking to incorporate in Utah, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.


Paperwork Cost Time
  • Form INCProfit: Articles of Incorporation (Profit)
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Form TC-69: Utah State Business and Tax Registration
  • Incorporation: $70 + optional $75 expedite fee
  • Incorporation: ~14 business days by mail or fax. ~1 business day online. ~1-2 business days by mail or fax with $75 expedite fee

How to Incorporate in Utah

1 Choose a corporate structure

Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Utah".

Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Utah".

C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

2 Check Name Availability

The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

Name Search:
Utah Department of Commerce database search
Name Reservation:
Optional
Suffix:
The name of a corporation: (a) except for the name of a depository institution as defined in Section 7-1-103, shall contain: (i) the word: (A) "corporation"; (B) "incorporated"; or (C) "company"; (ii) the abbreviation: (A) "corp."; (B) "inc."; or (C) "co."; or (iii) words or abbreviations of like import to the words or abbreviations listed in Subsections (1)(a)(i) and (ii) in another language Utah Code §16-10a-401
3 Appoint a Registered Agent

Identify the corporation’s Utah registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

4 File Utah Articles of Incorporation

File the articles of incorporation to create your corporation.

Agency:Utah Department of Commerce - Division of Corporations and Commerical Code
Form: ACCESS PREMIUM DATA
Instructions: ACCESS PREMIUM DATA
Filing Method: ACCESS PREMIUM DATA
Agency Fee:

$70 + optional $75 expedite fee.

Turnaround: ACCESS PREMIUM DATA
Law:

Utah Code - Title 16 c10a: Utah Revised Business Corporation Act

Notes:
  • Submit the original signed articles. If the filer requests a copy of the Articles of Incorporation an additional exact copy of the filed document along with a return-addressed envelope with adequate first-class postage must also be submitted.
  • Filing online in Utah can be confusing.
5 Establish Bylaws & Corporate Records

Your corporation must keep correct and complete books and records.

corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken on behalf of the corporation by a committee of the board of directors in place of the board of directors, and a record of all waivers of notices of meetings of shareholders, meetings of the board of directors, or any meetings of committees of the board of directors.
Utah Code Ann. §16-10a-1533.5

Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation, including management and regulation of the corporation in the event of an emergency (Utah Code Ann. § 16-10a-206). You will review and ratify the bylaws at your first board of directors meeting.

6 Appoint Initial Directors

The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

7 Hold Organizational Meeting

Hold the organizational meeting of the incorporators or initial directors in compliance with Utah Code Ann. §16-10a-205. Keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Directors Officers
  • Number: Three required, unless fewer than three shareholders.
  • Qualifications: None.
  • Quorum: Majority of directors, unless bylaws or articles of incorporations fix a different number. No less than one third.
  • As stated in the bylaws. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
8 Issue Stock Certificates

The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Shareholders Annual Shareholder Meeting
  • Qualifications: N/A
  • Stock Certificate: Not required.
  • Voting Trusts Allowed: Yes.
  • Required: Yes.
  • Action by written consent: Allowed if enough shareholders consent to equal the number required to take action by vote.
9 Get a Federal Employer Identification Number (EIN)

Your corporation must obtain an EIN regardless of whether it will hire employees.

Submit to:
Internal Revenue Service
http://www.irs.gov/
Form:
IRS Form SS-4
Guidance:
IRS Pub 1635: Understanding Your EIN
Filing Method:
Mail, phone, fax, or apply online with the IRS
Fee:
$0
Turnaround:
Immediately online
Notes:
The IRS website is only available during certain hours. Print your EIN before closing your session.
10 Get Utah State Tax Identification Numbers/Accounts

Utah offers a consolidated registration application for new business state tax registration.

Submit to:
Utah State Tax Commission
http://tax.utah.gov/
Guidance:
Tax Information for Businesses in Utah
Form:
Form TC-69: Utah State Business and Tax Registration
Filing Method:
Mail or online at OneStop
Fee:
$0
11 Consider Electing S-Corp Taxation

By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

  • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
  • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
12 Obtain Business Licenses & Permits

To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

13 Ongoing Filings to Maintain Your Corporation

You must file federal and state tax returns. You must also file:

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